UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 26, 2021
Tremont Mortgage Trust
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-38199
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82-1719041
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(Commission File Number)
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(IRS Employer Identification No.)
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Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts
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02458-1634
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(Address of Principal Executive Offices)
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(Zip Code)
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617-796-8317
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares of Beneficial Interest
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TRMT
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms
“TRMT”, “we”, “us”, “our” and “the Company” refer to Tremont Mortgage
Trust.
Item 8.01. Other Events.
As previously disclosed, on
April 26, 2021, we and RMR Mortgage Trust, or RMRM, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to
which, on the terms and subject to the satisfaction or waiver of the conditions thereof, we have agreed to merge with and into RMRM, with
RMRM continuing as the surviving entity in the merger, or the Merger. At the effective time of the Merger, or the Effective Time, each
of our common shares of beneficial interest, $0.01 par value per share, or the TRMT Common Shares, issued and outstanding immediately
prior to the Effective Time will be converted into the right to receive 0.52, or the Exchange Ratio, of one (1) newly issued common share
of beneficial interest, $0.001 par value per share, of RMRM, or the RMRM Common Shares, subject to adjustment as described in the Merger
Agreement.
On August 26, 2021, in order to satisfy our distribution
requirements as a real estate investment trust and to avoid the payment of entity level income and excise tax, in accordance with the
Merger Agreement, our Board of Trustees declared a distribution of $0.17 per TRMT Common Share to the holders of the TRMT Common Shares
as of the close of business on September 7, 2021, payable on or about September 29, 2021 and prior to the closing of the Merger, or the
TRMT Distribution. Also on August 26, 2021, the board of trustees of RMRM declared a distribution of $0.15 per RMRM Common Share to the
holders of the RMRM Common Shares as of the close of business on September 7, 2021, payable on or about September 29, 2021 and prior to
the closing of the Merger, or the RMRM Distribution, and, together with the TRMT Distribution, the Distributions. The TRMT Distribution,
in part, and the RMRM Distribution are being paid in lieu of our and RMRM’s respective regular quarterly distribution to shareholders
for the quarter ending September 30, 2021.
In connection with the payment of the Distributions
and in accordance with the Merger Agreement, we and RMRM have agreed to adjust the Exchange Ratio from 0.52 of one (1) RMRM Common Share
for each issued and outstanding TRMT Common Share, to 0.516 of one (1) RMRM Common Share for each issued and outstanding TRMT Common Share,
or the Exchange Ratio Adjustment. We and RMRM have entered into a letter agreement, or the Letter Agreement, dated as of August 26, 2021,
pursuant to which, among other things, RMRM has consented to the TRMT Distribution and we and RMRM have agreed to the Exchange Ratio Adjustment.
The foregoing description of the Letter Agreement is not complete and is subject to and qualified in its entirety by reference to the
full text of the letter agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The Merger is expected to close on or about September
30, 2021, following payment of the Distributions, subject to the satisfaction or waiver of the closing conditions specified in the Merger
Agreement.
The Distributions and
the Exchange Ratio Adjustment were recommended, as applicable, to each of our and RMRM’s board of trustees by special committees
of our and RMRM’s board of trustees, respectively, each comprised solely of our and RMRM’s disinterested, independent trustees,
respectively, and were separately approved and adopted by our and RMRM’s independent trustees and by our and RMRM’s
board of trustees.
Additional Information about the Merger
In connection with the
Merger, RMRM has filed with the Securities and Exchange Commission, or the SEC, a Registration Statement on Form S-4 containing a definitive
joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
The definitive joint proxy
statement/prospectus has been mailed to TRMT’s and RMRM’s shareholders. Shareholders may obtain free copies of the RMRM Registration
Statement on Form S-4, the definitive joint proxy statement/prospectus and any other relevant documents filed or to be filed with the
SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of TRMT’s filings with the SEC from
TRMT’s website at www.trmtreit.com or RMRM’s filings with the SEC from RMRM’s website at www.rmrmortgagetrust.com.
Participants in the Solicitation Relating to the Merger
TRMT, RMRM and their respective
trustees and executive officers, and Tremont Realty Advisors LLC, or TRA, The RMR Group LLC, or RMR LLC, The RMR Group Inc., or RMR Inc.,
and certain of their respective directors, officers and employees, may be deemed to be participants in the solicitation of proxies from
TRMT and RMRM shareholders in respect of the Merger and the other transactions contemplated by the Merger Agreement. Information regarding
the persons who may, under the rules of the SEC, be considered participants in the solicitation of TRMT’s and RMRM’s shareholders
in connection with the Merger and the other transactions contemplated by the Merger Agreement is set forth in the definitive joint proxy
statement/prospectus. Information regarding TRMT’s trustees and executive officers and RMRM’s trustees and executive officers
can be found in TRMT’s and RMRM’s respective definitive proxy statement for its 2021 Annual Meeting of Shareholders. These
documents are available free of charge on the SEC’s website and from TRMT or RMRM, as applicable, using the sources indicated above.
Warning Concerning
Forward-Looking Statements
This Current Report on
Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of
these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent,
beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially
from those contained in or implied by our forward-looking statements as a result of various factors. Forward-looking statements involve
known and unknown risks, uncertainties and other factors, some of which are beyond our control. For example:
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This Current Report on Form 8-K states that we entered
into a Merger Agreement with RMRM and that the Merger is expected to close on or about September 30, 2021. The closing of the Merger
is subject to the satisfaction or waiver of conditions, including the receipt of requisite approvals by our and RMRM’s shareholders.
We cannot be sure that these conditions will be satisfied or waived. Accordingly, the Merger may not close by September 30, 2021
or at all, or the terms of the Merger may change.
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The information contained
in our filings with the SEC, including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2020, identifies other important factors that could cause our actual results to differ materially from those stated in or
implied by our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue
reliance upon forward-looking statements.
Except as required by
law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TREMONT MORTGAGE TRUST
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By:
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/s/ G. Douglas Lanois
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Name:
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G. Douglas Lanois
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Title:
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Chief Financial Officer and Treasurer
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Dated: August 26, 2021
Exhibit 99.1
August 26, 2021
RMR Mortgage Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Ladies and Gentlemen:
Reference is made to that certain Agreement and
Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and between RMR Mortgage Trust (“RMRM”)
and Tremont Mortgage Trust (“TRMT”). Capitalized terms used in this letter agreement without definition shall have the meanings
given therefor in the Merger Agreement.
With reference to and as permitted and required
by Sections 6.1(a)(iii), 6.1(a)(xv) and 6.1(a) (last paragraph) of the Merger Agreement, TRMT must declare and pay a distribution
to the holders of TRMT Common Shares in the amount of $0.17 per TRMT Common Share (the “TRMT Distribution”) prior to the Merger
Effective Time, with such distribution being subject to the consent of RMRM (not to be unreasonably conditioned, withheld or delayed).
The purpose of this letter agreement is to confirm
the following:
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1.
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That RMRM consents to the declaration and payment by TRMT of the TRMT Distribution to be paid prior to the Merger Effective Time,
subject to the condition that, with reference to and as permitted by Section 6.2(a)(iii) of the Merger Agreement, RMRM will
declare and pay (contemporaneously with the declaration and payment of the TRMT Distribution and prior to the Merger Effective Time) a
distribution to the holders of RMRM Common Shares in the amount of $0.15 per RMRM Common Share (the “RMRM Distribution” and,
together with the TRMT Distribution, the “Distributions”); provided, further that the parties acknowledge and agree that the
TRMT Distribution, in part, and the RMRM distribution shall be in lieu of the regular quarterly cash distribution to be paid by TRMT and
RMRM, respectively, with respect to the third quarter of calendar year 2021 and no such quarterly distribution for the third quarter shall
be required by either TRMT or RMRM.
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2.
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That, in connection with the Distributions and with reference to and as required by Sections 3.1 and 3.5 of the Merger Agreement,
the Exchange Ratio is hereby adjusted to 0.516 of one (1) RMRM Common Share for each TRMT Common Share.
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3.
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That, notwithstanding Section 2.2 of the Merger Agreement and subject to receipt of the RMRM Shareholder Approval and the TRMT
Shareholder Approval and the satisfaction or waiver of each of the other conditions to Closing set forth in Article 8 of the Merger
Agreement, the Closing Date is hereby scheduled for September 30, 2021.
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TRMT and RMRM each acknowledges and agrees,
by signing this letter agreement, that the Merger Agreement is in full force and effect and each party has complied with its
obligations thereunder with respect to the matters referenced herein. Except as expressly provided herein, this letter agreement
shall not amend, modify, alter or waive in any respect any other agreements, rights or obligations of TRMT or RMRM under or in
respect of the Merger Agreement.
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Sincerely,
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TREMONT MORTGAGE TRUST
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By:
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/s/ G. Douglas Lanois
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G. Douglas Lanois
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Chief Financial Officer and Treasurer
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Accepted and agreed to as of the date
set forth above:
RMR MORTGAGE TRUST
By:
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/s/ Thomas J. Lorenzini
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Thomas J. Lorenzini
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President
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